Delaware
|
22-3270799
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
No.)
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One
University Plaza, Hackensack, New Jersey
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07601
|
|
(Address of principal executive offices)
|
(Zip
Code)
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Common
Stock, par value $0.01 per share
|
The
NASDAQ Global Market
|
|
(Title
of class)
|
(Name
of exchange on which
registered)
|
Large accelerated filer o
|
Accelerated filer o
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Non-accelerated filer x (Do not check if a smaller reporting company)
|
Smaller reporting company o
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Document
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Part of Form 10-K
|
|
Portions
of the Proxy Statement For the Registrant’s 2010 Annual Meeting of
Stockholders
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Part
III
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Page
|
||||
PART
I.
|
||||
Item
1.
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Business
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3
|
||
Item
1A.
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Risk
Factors
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16
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||
Item
1B.
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Unresolved
Staff Comments
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27
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||
Item
2.
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Properties
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27
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||
Item
3.
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Legal
Proceedings
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27
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||
Item
4.
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(Removed
and Reserved)
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27
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||
PART
II.
|
||||
Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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28
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||
Item
6.
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Selected
Financial Data
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31
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||
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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32
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||
Item
7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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45
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||
Item
8.
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Financial
Statement and Supplementary Data
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46
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||
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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76
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||
Item
9A.
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Controls
and Procedures
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76
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||
Item
9B.
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Other
Information
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76
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||
PART
III.
|
||||
Item
10.
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Directors,
Executive Officers and Corporate Governance
|
77
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||
Item
11.
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Executive
Compensation
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77
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||
Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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77
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||
Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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78
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||
Item
14.
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Principal
Accounting Fees and Services
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78
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||
PART
IV.
|
||||
Item
15.
|
|
Exhibits,
Financial Statement Schedules
|
|
79
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|
·
|
future
economic and business conditions;
|
|
·
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the
loss of any of our key customers or reduction in the purchase of our
products by any such customers;
|
|
·
|
the
failure of the market for our products to continue to
develop;
|
|
·
|
our
inability to protect our intellectual
property;
|
|
·
|
the
possibility that we may not be able to integrate successfully the
business, operations and employees of acquired
businesses;
|
|
·
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the
effects of competition from a wide variety of local, regional, national
and other providers of wireless
solutions;
|
|
·
|
changes
in laws and regulations or changes in accounting policies, rules and
practices;
|
|
·
|
changes
in technology or products, which may be more difficult or costly, or less
effective, than anticipated; and
|
|
·
|
those
risks and uncertainties set forth under the heading “Risk Factors” in Item
1A of this report.
|
|
·
|
miniature wireless programmable
computers attached to
assets;
|
|
·
|
fixed-position communication
infrastructure consisting of network computers with two-way RF
capabilities, RF-based location-emitting beacons and application-specific
network servers; and
|
|
·
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proprietary software, which is a
user-friendly, Windows-based and browser-based graphical user interface
that provides visibility and control of the system
database.
|
|
·
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wirelessly uploading usage data
from each vehicle;
|
|
·
|
automatically prioritizing
maintenance events based on weighted, user-defined
variables;
|
|
·
|
automatically sending reminders
to individual vehicles or operators via the system’s text messaging
module;
|
|
·
|
enabling remote lock-out of
vehicles overdue for maintenance;
and
|
|
·
|
allowing maintenance personnel to
locate and retrieve vehicles due for service via the system’s graphical
viewer software.
|
|
·
|
compatibility with a variety of
technologies that verify driver
identity;
|
|
·
|
wireless vehicle access control
to ensure that only trained and authorized personnel use equipment as
required by the Occupational Safety and Health Administration, or
OSHA;
|
|
·
|
electronic vehicle inspection
checklists for paperless proof of OSHA
compliance;
|
|
·
|
automatic reporting of emerging
vehicle safety issues;
|
|
·
|
automatic on-vehicle
intervention, such as alarms and the disabling of equipment, in response
to user-definable safety and security
parameters;
|
|
·
|
remote vehicle deactivation
capabilities, allowing a vehicle to be shut down manually or automatically
under defined conditions;
|
|
·
|
impact sensing to assign
responsibility for abusive
driving;
|
|
·
|
geo-fencing to restrict vehicles
from operating in prohibited areas or issue alerts upon unauthorized entry
to such areas; and
|
|
·
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a graphical, icon-based view of
vehicle safety/security/operational status on a facility map, filterable
by a variety of conditions, both historically and in real
time.
|
|
·
|
maintaining a sales and marketing
team that is focused on identifying, seizing and managing revenue
opportunities, with the primary goal of expanding our customer base and
achieving wider market
penetration;
|
|
·
|
utilizing a performance services
team to (a) shorten our initial sales cycles by helping prospective
customers identify and quantify benefits expected from our system, (b)
accelerate transitions from initial implementation to roll-out programs by
helping customers achieve and prove expected system benefits, and (c)
build service revenue through long-term consultative engagements that help
customers use our system to attain continuous improvements in their
operations;
|
|
·
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utilizing a business development
team to establish and manage value-added channel partners that provide (a)
new sales, marketing, distribution and support networks, (b) opportunities
for system integration and development of unique, integrated value
propositions, and (c) software development opportunities to expand our
product and application
offerings;
|
|
·
|
utilizing a strategic markets
team to identify opportunities for and expand sales in key vertical
markets—such as automotive, aviation, civilian government, defense, and
rental cars—where our solutions can be effectively branded and marketed
with specific functionality and subject matter expertise;
and
|
|
·
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expanding our resources and
activities internationally, especially in Europe, where we believe
re-packaging, promoting and supporting our products represents a large,
untapped growth opportunity.
|
|
·
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pursuing opportunities to
integrate our system with computer hardware and software vendors,
including original equipment
manufacturers;
|
|
·
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establishing relationships with
global distributors to market and sell our system internationally;
and
|
|
·
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pursuing acquisitions of
companies that we believe will enhance the functionality and broaden the
applicability of our
solutions.
|
·
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contains an integrated computer,
programmed with a product-specific application, and an advanced
wireless transceiver with a communication range of up to one-half
mile;
|
|
·
|
controls equipment access with a
variety of electronic interface
options;
|
|
·
|
is compatible with most existing
facility access security
systems;
|
|
·
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generates paperless electronic
safety checklists via a built-in display and
keypad;
|
|
·
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wirelessly and automatically
uploads and downloads data to and from other system
components;
|
|
·
|
performs monitoring and control
functions at all times, independent of RF or network connectivity;
and
|
|
·
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incorporates a multi-voltage
power supply designed to control electrical
anomalies.
|
|
·
|
incorporates an integrated
computer, programmed with a product specific application, and an
advanced wireless transceiver with a communication range of up to one-half
mile;
|
|
·
|
accommodates an unlimited number
of on-asset hardware
devices;
|
|
·
|
automatically uploads and
downloads data to and from other system
components;
|
|
·
|
employs built-in self-diagnostic
capabilities; and
|
|
·
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is configurable to achieve a wide
range of asset management
goals.
|
·
|
is a set of Windows
services;
|
·
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automatically processes data
between our devices and system
databases;
|
·
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actively polls Wireless Asset
Managers to retrieve data on
demand;
|
·
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passively listens to allow remote
systems to initiate data communications for data
download;
|
·
|
automates event scheduling,
including data downloads, database archiving and diagnostic
notifications;
|
·
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interfaces with certain existing
external systems, including maintenance and training
systems;
|
·
|
supports remote
control/management of event
processes;
|
·
|
automatically performs
diagnostics on system components;
and
|
·
|
automatically e-mails event
alerts and customizable
reports.
|
|
·
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shows the location, status and
inventory of vehicles – in real time and historically – in each area of a
facility;
|
|
·
|
allows real-time, two-way text
communications, including broadcast text paging to all operators
simultaneously;
|
|
·
|
searches, sorts and analyzes
assets by drive time, idle time, location, status, group, maintenance
condition and other
parameters;
|
|
·
|
displays and prints predefined
and ad hoc reports; and
|
|
·
|
allows remote access by
management, customers and vendors through any Internet browser
application.
|
|
·
|
tracks vehicle operator
compliance with battery charging
requirements;
|
|
·
|
enforces critical equalization
charging schedules;
|
|
·
|
monitors data necessary for
battery warranty compliance;
and
|
|
·
|
simplifies battery life
management.
|
|
·
|
has been designated as capable of
performing the work
requested;
|
|
·
|
is available for work at the
moment of request; and
|
|
·
|
is physically closest to the site
where the work must be
performed.
|
|
·
|
enhancing productivity by
continuing to add to the functionality and reduce the costs of our
system;
|
|
·
|
expanding our system to meet the
needs of potential markets and to provide new solutions to our customers;
and
|
|
·
|
improving our core products by
utilizing continuing advances in
technology.
|
|
·
|
obtain licenses to continue
offering such products without substantial
reengineering;
|
|
·
|
reengineer our products
successfully to avoid
infringement;
|
|
·
|
obtain licenses on commercially
reasonable terms, if at all;
or
|
|
·
|
litigate an alleged infringement
successfully or settle without substantial expense and damage
awards.
|
|
·
|
pay substantial damages to the
party making such claim;
|
|
·
|
stop selling, making, having made
or using products or services that incorporate the challenged intellectual
property;
|
|
·
|
obtain from the holder of the
infringed intellectual property right a license to sell, make or use the
relevant technology, which license may not be available on commercially
reasonable terms, or at all;
or
|
|
·
|
redesign those products or
services that incorporate such intellectual
property.
|
|
·
|
unavailability of materials and
interruptions in delivery of components and raw materials from our
suppliers, which could result in manufacturing delays;
and
|
|
·
|
fluctuations in the quality and
price of components and raw
materials.
|
|
·
|
advances in
technology;
|
|
·
|
new product
introductions;
|
|
·
|
evolving industry
standards;
|
|
·
|
product
improvements;
|
|
·
|
rapidly changing customer
needs;
|
|
·
|
intellectual property invention
and protection;
|
|
·
|
marketing and distribution
capabilities;
|
|
·
|
ability to attract highly skilled
professionals;
|
|
·
|
competition from highly
capitalized companies;
|
|
·
|
entrance of new
competitors;
|
|
·
|
ability of customers to invest in
information technology; and
|
|
·
|
price
competition.
|
|
·
|
our insurance will provide
adequate coverage against potential liabilities if our products cause harm
or fail to perform as promised;
or
|
|
·
|
adequate product liability
insurance will continue to be available to us in the future on
commercially reasonable terms or at
all.
|
|
·
|
unexpected legal or regulatory
changes;
|
|
·
|
unfavorable political or economic
factors;
|
|
·
|
less developed
infrastructure;
|
|
·
|
difficulties in recruiting and
retaining personnel, and managing international
operations;
|
|
·
|
fluctuations in foreign currency
exchange rates;
|
|
·
|
lack of sufficient protection for
intellectual property rights;
and
|
|
·
|
potentially adverse tax
consequences.
|
|
·
|
issue stock that would dilute our
current stockholders’ percentage
ownership;
|
|
·
|
incur
debt;
|
|
·
|
assume
liabilities;
|
|
·
|
incur expenses related to the
impairment of goodwill; or
|
|
·
|
incur
large and immediate write-offs.
|
|
·
|
problems combining the acquired
operations, technologies or
products;
|
|
·
|
unanticipated
costs;
|
|
·
|
diversion of management’s time
and attention from our core
business;
|
|
·
|
adverse effects on existing
business relationships with suppliers and
customers;
|
|
·
|
risks associated with entering
markets in which we have no or limited prior experience;
and
|
|
·
|
potential loss of key employees,
particularly those of acquired
companies.
|
|
·
|
the election of
directors;
|
|
·
|
adoption of stock option or other
equity incentive compensation
plans;
|
|
·
|
the amendment of our
organizational documents;
and
|
|
·
|
the approval of certain mergers
and other significant corporate transactions, including a sale of
substantially all of our
assets.
|
|
·
|
variations in the sales of our
products to our significant
customers;
|
|
·
|
variations in the mix of products
and services provided by us;
|
|
·
|
the timing and completion of
initial programs and larger or enterprise-wide purchases of our products
by our customers;
|
|
·
|
the length and variability of the
sales cycle for our
products;
|
|
·
|
the timing and size of
sales;
|
|
·
|
changes in market and economic
conditions, including fluctuations in demand for our products;
and
|
|
·
|
announcements of new products by
our competitors.
|
|
·
|
permit our Board of Directors to
issue, without further action by our stockholders, up to 5,000,000 shares
of preferred stock, with any rights, preferences and privileges as they
may designate, including the right to approve an acquisition or other
change in control;
|
|
·
|
provide that special meetings of
stockholders may be called only by (i) our Board of Directors pursuant to
a resolution adopted by a majority of the entire Board of Directors,
either upon motion of a director or upon written request by the holders of
at least 50% of the voting power of all the shares of our capital stock
entitled to vote in the election of directors, voting as a single class,
or (ii) our Chairman of the Board or our President;
and
|
|
·
|
require the affirmative vote of
at least 75% of the voting power of all the shares of our capital stock
entitled to vote in the election of directors, voting as a single class,
to amend or repeal the provisions dealing with meetings of
stockholders.
|
Quarter
Ended
|
High
|
Low
|
||||||
2008
|
||||||||
March
31, 2008
|
$ | 12.94 | $ | 5.94 | ||||
June
30, 2008
|
9.60 | 6.22 | ||||||
September
30, 2008
|
9.31 | 5.50 | ||||||
December
31, 2008
|
8.75 | 2.78 | ||||||
2009
|
||||||||
March
31, 2009
|
$ | 4.20 | $ | 3.11 | ||||
June
30, 2009
|
4.14 | 3.23 | ||||||
September
30, 2009
|
4.20 | 3.11 | ||||||
December
31, 2009
|
4.17 | 2.98 |
Fiscal
Year Ended
|
||||||||||||||||||||||||
COMPANY/INDEX/MARKET
|
12/31/2004
|
12/31/2005
|
12/31/2006
|
12/31/2007
|
12/31/2008
|
12/31/2009
|
||||||||||||||||||
I.D.
Systems, Inc.
|
100.00 | 127.81 | 100.86 | 66.77 | 21.70 | 17.20 | ||||||||||||||||||
NASDAQ
Market Index
|
100.00 | 102.20 | 112.68 | 124.57 | 74.71 | 108.56 | ||||||||||||||||||
Morningstar
Industry Index
|
100.00 | 111.12 | 117.79 | 125.01 | 67.25 | 65.48 | ||||||||||||||||||
Hemscott
Group
|
100.00 | 115.06 | 119.48 | 127.81 | 66.44 | 64.75 |
Year
Ended December 31,
|
||||||||||||||||||||
2005
|
2006
|
2007
|
2008
|
2009
|
||||||||||||||||
Statement
of Operations Data:
|
||||||||||||||||||||
Revenues
|
$ | 19,004,000 | $ | 24,740,000 | $ | 17,083,000 | $ | 27,046,000 | $ | 10,316,000 | ||||||||||
Cost
of revenues
|
9,708,000 | 13,701,000 | 8,929,000 | 13,466,000 | 5,554,000 | |||||||||||||||
Gross
profit
|
9,296,000 | 11,039,000 | 8,154,000 | 13,580,000 | 4,762,000 | |||||||||||||||
Operating
expenses:
|
||||||||||||||||||||
Selling,
general and administrative expenses
|
7,140,000 | 12,943,000 | 15,963,000 | 16,760,000 | 16,543,000 | |||||||||||||||
Research
and development expenses
|
1,625,000 | 2,639,000 | 2,849,000 | 2,883,000 | 2,604,000 | |||||||||||||||
Income
(loss) from operations
|
531,000 | (4,543,000 | ) | (10,658,000 | ) | (6,063,000 | ) | (14,385,000 | ) | |||||||||||
Interest
income
|
222,000 | 2,801,000 | 3,238,000 | 2,226,000 | 933,000 | |||||||||||||||
Interest
expense
|
(53,000 | ) | (29,000 | ) | (10,000 | ) | - | (130,000 | ) | |||||||||||
Other
income (loss)
|
151,000 | 155,000 | 89,000 | (338,000 | ) | 390,000 | ||||||||||||||
Net
income (loss)
|
$ | 851,000 | $ | (1,616,000 | ) | $ | (7,341,000 | ) | $ | (4,175,000 | ) | $ | (13,192,000 | ) | ||||||
Net
income (loss) per share - basic
|
$ | 0.11 | $ | (0.15 | ) | $ | (0.66 | ) | $ | (0.38 | ) | $ | (1.20 | ) | ||||||
Net
income (loss) per share - diluted
|
$ | 0.09 | $ | (0.15 | ) | $ | (0.66 | ) | $ | (0.38 | ) | $ | (1.20 | ) | ||||||
Weighted
average common shares outstanding - basic
|
7,771,000 | 10,501,000 | 11,205,000 | 10,887,000 | 10,991,000 | |||||||||||||||
Weighted
average common shares outstanding - diluted
|
9,332,000 | 10,501,000 | 11,205,000 | 10,887,000 | 10,991,000 | |||||||||||||||
Balance
Sheet Data (at end of period):
|
||||||||||||||||||||
Cash
and cash equivalents
|
2,138,000 | 9,644,000 | 5,103,000 | 12,558,000 | 19,481,000 | |||||||||||||||
Investments
|
5,463,000 | 60,716,000 | 59,900,000 | 43,461,000 | 40,661,000 | |||||||||||||||
Total
assets
|
19,840,000 | 84,905,000 | 74,796,000 | 69,948,000 | 70,575,000 | |||||||||||||||
Long-term
debt
|
449,000 | 240,000 | 19,000 | - | - | |||||||||||||||
Total
stockholders’ equity
|
15,166,000 | 81,284,000 | 71,670,000 | 67,085,000 | 55,881,000 |
|
·
|
increase sales of products and
services to our existing
customers;
|
|
·
|
convert our initial programs into
larger or enterprise-wide purchases by our
customers;
|
|
·
|
increase market acceptance and
penetration of our products;
and
|
|
·
|
develop and commercialize new
products and technologies.
|
§
|
Level
1: Unadjusted quoted prices in active markets for identical assets or
liabilities.
|
§
|
Level
2: Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly. These include quoted prices for
similar assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are not
active.
|
§
|
Level
3: Unobservable inputs that reflect the reporting entity’s own
assumptions.
|
Year
Ended December 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
Revenues:
|
||||||||||||
Products
|
64.6 | % | 74.2 | % | 62.7 | % | ||||||
Services
|
35.4 | 25.8 | 37.3 | |||||||||
100.0 | 100.0 | 100.0 | ||||||||||
Cost
of Revenues:
|
||||||||||||
Cost
of products
|
34.3 | 37.0 | 37.6 | |||||||||
Cost
of services
|
18.0 | 12.8 | 16.2 | |||||||||
Total
Gross Profit
|
47.7 | 50.2 | 46.2 | |||||||||
Selling,
general and administrative expenses
|
93.4 | 62.0 | 160.4 | |||||||||
Research
and development expenses
|
16.7 | 10.7 | 25.2 | |||||||||
Loss
from operations
|
(62.4 | ) | (22.4 | ) | (139.4 | ) | ||||||
Interest
income
|
19.0 | 8.2 | 9.0 | |||||||||
Interest
expense
|
(0.1 | ) | — | (1.3 | ) | |||||||
Other
income (loss)
|
0.5 | (1.2 | ) | 3.8 | ||||||||
Net
loss
|
(43.0 | )% | (15.4 | )% | (127.9 | )% |
Current
assets
|
$
|
93,000
|
||
Other
assets
|
36,000
|
|||
Current
liabilities
|
(104,000
|
)
|
||
Goodwill
|
419,000
|
|||
Trademarks
and tradenames
|
61,000
|
|||
Customer
list
|
56,000
|
|||
Other
intangibles
|
83,000
|
|||
Fair
value of assets acquired
|
$
|
644,000
|
|
·
|
Asset
Optimization—combining web-based asset visibility and advanced telemetry
data to monitor the condition of fleet assets, streamline asset
deployment, optimize utilization, and maximize return on
investment.
|
|
·
|
Cold
Chain Management—maintaining the condition and quality of
temperature-sensitive cargo from point A to point B, and all the points in
between.
|
|
·
|
Fleet
Maintenance—utilizing sensor technologies, real-time data and a wealth of
transportation maintenance knowledge to help control maintenance costs,
improve preventative maintenance practices, increase asset up-time, extend
asset life, and reduce overall cost of
ownership.
|
|
·
|
Fuel
Management—monitoring key factors in fuel consumption, such as tire
pressure and engine idle time, to help optimize fuel performance and
reduce transportation costs.
|
|
·
|
Security
& Safety—protecting valuable assets and cargo throughout the supply
chain.
|
Current
assets
|
$
|
4,809,000
|
||
Inventory
|
7,030,000
|
|||
Other
assets
|
916,000
|
|||
Current
liabilities
|
(6,383,000
|
)
|
||
Intangibles
|
3,200,000
|
|||
Goodwill
and other intangibles
|
6,628,000
|
|||
Less:
Contingent consideration
|
(1,200,000
|
)
|
||
Fair
value of assets acquired
|
$
|
15,000,000
|
|
Pro
Forma
|
|||||||
Historical
|
Combined
|
|||||||
Cash
and cash equivalents
|
$ | 19,481,000 | $ | 4,481,000 | ||||
Investments
– short term
|
33,909,000 | 33,909,000 | ||||||
Accounts
receivable - net
|
3,252,000 | 8,061,000 | ||||||
Inventory
- net
|
4,487,000 | 11,517,000 | ||||||
Other
current assets
|
783,000 | 783,000 | ||||||
Total
current assets
|
61,912,000 | 58,751,000 | ||||||
Total
other assets
|
8,663,000 | 19,407,000 | ||||||
Total
Assets
|
$ | 70,575,000 | $ | 78,158,000 | ||||
Total
current liabilities
|
14,233,000 | $ | 21,816,000 | |||||
Total
long term liabilities
|
461,000 | 461,000 | ||||||
Total
liabilities
|
14,694,000 | 22,277,000 | ||||||
Total
stockholders’ equity
|
55,881,000 | 55,881,000 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 70,575,000 | $ | 78,158,000 |
Pro
Forma
|
||||||||
Historical
|
Combined
|
|||||||
Revenue
|
$ | 10,316,000 | $ | 37,625,000 | ||||
Net
loss
|
(13,192,000 | ) | (27,242,000 | ) | ||||
Net
loss per share – basic and diluted
|
(1.20 | ) | (2.48 | ) |
·
|
a
decrease in accounts receivable of $5.0 million resulting from the cash
collections related to receivables outstanding at December 31, 2008 and
the overall decrease in revenue;
|
|
·
|
a
increase in inventory of $1.8 million; and
|
|
·
|
a
decrease in accounts payable and accrued expenses of $3.7 million
primarily due to the timing of the payments to our
vendors.
|
Payment due by Period
|
|||||||||||||||
Total
|
Less than
one year
|
1 to 3 years
|
3 to 5 years
|
After 5
years
|
|||||||||||
Line
of credit
|
$
|
11,638,000
|
$
|
11,638,000
|
|||||||||||
Operating
leases *
|
607,000
|
403,000
|
204,000
|
—
|
—
|
||||||||||
Total
Contractual Cash Obligations
|
$
|
12,245,000
|
$
|
12,041,000
|
$
|
204,000
|
$
|
—
|
$
|
—
|
Page
|
||||
Report
of Independent Registered Public Accounting Firm
|
47 | |||
Consolidated
Balance Sheets at December 31, 2008 and 2009
|
48 | |||
Consolidated
Statements of Operations for the Years
|
||||
Ended
December 31, 2007, 2008 and 2009
|
49 | |||
Consolidated
Statements of Changes in Stockholders' Equity for the
Years
|
||||
Ended
December 31, 2007, 2008 and 2009
|
50 | |||
Consolidated
Statements of Cash Flows for the Years
|
||||
Ended
December 31, 2007, 2008 and 2009
|
51 | |||
Notes
to the Consolidated Financial Statements
|
52 |
As of December 31,
|
||||||||
2008
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
12,558,000
|
$
|
19,481,000
|
||||
Restricted
cash
|
230,000
|
—
|
||||||
Investments –
short term
|
8,550,000
|
33,909,000
|
||||||
Accounts
receivable, net of allowance for doubtful accounts of
$239,000 and $106,000 in 2008 and 2009,
respectively
|
8,245,000
|
3,252,000
|
||||||
Unbilled
receivables
|
168,000
|
—
|
||||||
Inventory,
net
|
3,273,000
|
4,487,000
|
||||||
Interest
receivable
|
217,000
|
97,000
|
||||||
Prepaid
expenses and other current assets
|
261,000
|
686,000
|
||||||
Total
current assets
|
33,502,000
|
61,912,000
|
||||||
Investments –long
term
|
34,911,000
|
6,752,000
|
||||||
Fixed
assets, net
|
1,050,000
|
917,000
|
||||||
Goodwill
|
200,000
|
619,000
|
||||||
Intangible
assets, net
|
178,000
|
375,000
|
||||||
Other
assets
|
107,000
|
—
|
||||||
$
|
69,948,000
|
$
|
70,575,000
|
|||||
LIABILITIES
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$
|
2,175,000
|
$
|
2,094,000
|
||||
Line
of credit
|
—
|
11,638,000
|
||||||
Deferred
revenue
|
424,000
|
501,000
|
||||||
Total
current liabilities
|
2,599,000
|
14,233,000
|
||||||
Deferred
rent
|
33,000
|
—
|
||||||
Deferred
revenue
|
231,000
|
461,000
|
||||||
2,863,000
|
14,694,000
|
|||||||
Commitments
and Contingencies (Note P)
|
||||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Preferred
stock; authorized 5,000,000 shares, $0.01 par value; none
issued
|
—
|
—
|
||||||
Common
stock; authorized 50,000,000 shares, $0.01 par value; 12,082,000 and
12,284,000 shares issued at December 31, 2008 and 2009, respectively;
shares outstanding, 10,893,000 and 11,075,000 at December 31, 2008 and
2009, respectively
|
120,000
|
120,000
|
||||||
Additional
paid-in capital
|
101,437,000
|
103,596,000
|
||||||
Accumulated
deficit
|
(23,667,000
|
)
|
(36,859,000
|
)
|
||||
Accumulated
other comprehensive income
|
46,000
|
(60,000
|
)
|
|||||
77,936,000
|
66,797,000
|
|||||||
Treasury
stock; 1,189,000 shares and 1,209,000 shares at cost at December 31, 2008
and 2009, respectively
|
(10,851,000
|
)
|
(10,916,000
|
)
|
||||
Total
stockholders’ equity
|
67,085,000
|
55,881,000
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
69,948,000
|
$
|
70,575,000
|
Year Ended December 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
Revenues:
|
||||||||||||
Products
|
$
|
11,037,000
|
$
|
20,072,000
|
$
|
6,470,000
|
||||||
Services
|
6,046,000
|
6,974,000
|
3,846,000
|
|||||||||
17,083,000
|
27,046,000
|
10,316,000
|
||||||||||
Cost
of Revenues:
|
||||||||||||
Cost
of products
|
5,859,000
|
9,996,000
|
3,882,000
|
|||||||||
Cost
of services
|
3,070,000
|
3,470,000
|
1,672,000
|
|||||||||
8,929,000
|
13,466,000
|
5,554,000
|
||||||||||
Gross
Profit
|
8,154,000
|
13,580,000
|
4,762,000
|
|||||||||
Operating
expenses:
|
||||||||||||
Selling,
general and administrative expenses
|
15,963,000
|
16,760,000
|
16,543,000
|
|||||||||
Research
and development expenses
|
2,849,000
|
2,883,000
|
2,604,000
|
|||||||||
18,812,000
|
19,643,000
|
19,147,000
|
||||||||||
Loss
from operations
|
(10,658,000
|
)
|
(6,063,000
|
)
|
(14,385,000
|
)
|
||||||
Interest
income
|
3,238,000
|
2,226,000
|
933,000
|
|||||||||
Interest
expense
|
(10,000
|
)
|
—
|
(130,000
|
)
|
|||||||
Other
income (loss)
|
89,000
|
(338,000
|
)
|
390,000
|
||||||||
Net
loss
|
$
|
(7,341,000
|
)
|
$
|
(4,175,000
|
)
|
$
|
(13,192,000
|
)
|
|||
Net
loss per share – basic and diluted
|
$
|
(0.66
|
)
|
$
|
(0.38
|
)
|
$
|
(1.20
|
)
|
|||
Weighted
average common shares outstanding – basic and diluted
|
11,205,000
|
10,887,000
|
10,991,000
|
Accumulated
|
||||||||||||||||||||||||||||
Common Stock
|
Additional
|
Other
|
||||||||||||||||||||||||||
Number of
|
Paid-in
|
Accumulated
|
Comprehensive
|
Treasury
|
Stockholders'
|
|||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Income
|
Stock
|
Equity
|
||||||||||||||||||||||
Balance
at January 1, 2007
|
11,337,000
|
$
|
113,000
|
$
|
93,423,000
|
$
|
(12,151,000
|
)
|
12,000
|
$
|
(113,000
|
)
|
$
|
81,284,000
|
||||||||||||||
Net
loss
|
(7,341,000
|
)
|
(7,341,000
|
)
|
||||||||||||||||||||||||
Comprehensive
loss - unrealized loss on investments
|
(1,000
|
)
|
(1,000
|
)
|
||||||||||||||||||||||||
Total
comprehensive loss
|
(7,342000
|
)
|
||||||||||||||||||||||||||
Shares
issued pursuant to exercise of stock options
|
205,000
|
2,000
|
365,000
|
367,000
|
||||||||||||||||||||||||
Shares
repurchased
|
(5,583,000
|
)
|
(5,583,000
|
)
|
||||||||||||||||||||||||
Shares
withheld pursuant to stock issuance
|
(344,000
|
)
|
(344,000
|
)
|
||||||||||||||||||||||||
Issuance
of restricted stock
|
19,000
|
|||||||||||||||||||||||||||
Stock
based compensation – restricted stock
|
941,000
|
941,000
|
||||||||||||||||||||||||||
Stock
based compensation - options
|
2,347,000
|
2,347,000
|
||||||||||||||||||||||||||
Balance
at December 31, 2007
|
11,561,000
|
$
|
115,000
|
$
|
97,076,000
|
$
|
(19,492,000
|
)
|
$
|
11,000
|
$
|
(6,040,000
|
)
|
$
|
71,670,000
|
|||||||||||||
Net
loss
|
(4,175,000
|
)
|
(4,175,000
|
)
|
||||||||||||||||||||||||
Comprehensive
income- unrealized gain on investments
|
35,000
|
35,000
|
||||||||||||||||||||||||||
Total
comprehensive loss
|
(4,140,000
|
)
|
||||||||||||||||||||||||||
Shares
issued pursuant to exercise of stock options
|
505,000
|
5,000
|
1,372,000
|
1,377,000
|
||||||||||||||||||||||||
Shares
repurchased
|
(4,387,000
|
)
|
(4,387,000
|
)
|
||||||||||||||||||||||||
Shares
withheld pursuant to stock issuances
|
(424,000
|
)
|
(424,000
|
)
|
||||||||||||||||||||||||
Issuance
of restricted stock
|
16,000
|
|||||||||||||||||||||||||||
Stock
based compensation – restricted stock
|
513,000
|
513,000
|
||||||||||||||||||||||||||
Stock
based compensation performance shares
|
292,000
|
292,000
|
||||||||||||||||||||||||||
Stock
based compensation - options
|
2,184,000
|
2,184,000
|
||||||||||||||||||||||||||
Balance
at December 31, 2008
|
12,082,000
|
$
|
120,000
|
$
|
101,437,000
|
$
|
(23,667,000
|
)
|
$
|
46,000
|
$
|
(10,851,000
|
)
|
$
|
67,085,000
|
|||||||||||||
Net
loss
|
(13,192,000
|
)
|
(13,192,000
|
)
|
||||||||||||||||||||||||
Foreign
currency translation adjustment
|
1,000
|
1,000
|
||||||||||||||||||||||||||
Comprehensive
loss – unrealized loss on investments
|
(107,000
|
)
|
(107,000
|
)
|
||||||||||||||||||||||||
Total
comprehensive loss
|
(13,298,000
|
)
|
||||||||||||||||||||||||||
Shares
issued pursuant to exercise of stock options
|
1,000
|
2,000
|
2,000
|
|||||||||||||||||||||||||
Shares
withheld pursuant to issuances of restricted and performance
stock
|
(65,000
|
)
|
(65,000
|
)
|
||||||||||||||||||||||||
Issuance
of restricted and performance stock
|
201,000
|
|||||||||||||||||||||||||||
Stock
based compensation – restricted stock
|
205,000
|
205,000
|
||||||||||||||||||||||||||
Stock
based compensation – performance shares
|
15,000
|
15,000
|
||||||||||||||||||||||||||
Stock
based compensation - options
|
1,937,000
|
1,937,000
|
||||||||||||||||||||||||||
Balance
at December 31, 2009
|
12,284,000
|
$
|
120,000
|
$
|
103,596,000
|
$
|
(36,859,000
|
)
|
$
|
(60,000
|
)
|
$
|
(10,916,000
|
)
|
$
|
55,881,000
|
Year Ended December 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(7,341,000
|
)
|
$
|
(4,175,000
|
)
|
$
|
(13,192,000
|
)
|
|||
Adjustments
to reconcile net loss to cash provided by (used in) operating
activities:
|
||||||||||||
Inventory
reserve
|
517,000
|
126,000
|
621,000
|
|||||||||
Accrued
interest income
|
20,000
|
(75,000
|
)
|
120,000
|
||||||||
Stock
based compensation
|
3,288,000
|
2,989,000
|
2,157,000
|
|||||||||
Depreciation
and amortization
|
544,000
|
540,000
|
533,000
|
|||||||||
Deferred
rent expense
|
(22,000
|
)
|
(22,000
|
)
|
(22,000
|
)
|
||||||
Deferred
revenue
|
104,000
|
197,000
|
307,000
|
|||||||||
Change
in fair value of investments
|
338,000
|
(338,000
|
)
|
|||||||||
Deferred
contract costs
|
33,000
|
—
|
—
|
|||||||||
Changes
in:
|
||||||||||||
Restricted
cash
|
—
|
(230,000
|
)
|
230,000
|
||||||||
Accounts
receivable
|
2,226,000
|
(5,370,000
|
)
|
5,049,000
|
||||||||
Unbilled
receivables
|
462,000
|
412,000
|
168,000
|
|||||||||
Inventory
|
1,493,000
|
1,212,000
|
(1,815,000
|
)
|
||||||||
Prepaid
expenses and other assets
|
(20,000
|
)
|
10,000
|
)
|
(320,000
|
)
|
||||||
Accounts
payable and accrued expenses
|
(700,000
|
)
|
(843,000
|
)
|
(369,000
|
)
|
||||||
Net
cash provided by (used in) operating activities
|
604,000
|
(4,891,000
|
)
|
(6,871,000
|
)
|
|||||||
Cash
flows from investing activities:
|
||||||||||||
Purchase
of fixed assets
|
(548,000
|
)
|
(188,000
|
)
|
(358,000
|
)
|
||||||
Business
acquisition
|
—
|
(573,000
|
)
|
(518,000
|
)
|
|||||||
Purchase
of investments
|
(15,691,000
|
)
|
(28,513,000
|
)
|
(59,408,000
|
)
|
||||||
Maturities
of investments
|
16,523,000
|
44,649,000
|
62,439,000
|
|||||||||
Net
cash provided by investing activities
|
284,000
|
15,375,000
|
2,155,000
|
|||||||||
Cash
flows from financing activities:
|
||||||||||||
Repayment
of term loan
|
(221,000
|
)
|
(19,000
|
)
|
—
|
|||||||
Proceeds
from exercise of stock options
|
367,000
|
1,377,000
|
2,000
|
|||||||||
Collection
of officer loan
|
8,000
|
—
|
—
|
|||||||||
Borrowings
on line of credit
|
—
|
—
|
12,900,000
|
|||||||||
Principal
payments on line of credit
|
—
|
—
|
(1,262,000
|
)
|
||||||||
Purchase
of treasury shares
|
(5,583,000
|
)
|
(4,387,000
|
)
|
||||||||
Net
cash (used in) provided by financing activities
|
(5,429,000
|
)
|
(3,029,000
|
)
|
11,640,000
|
|||||||
Effect
of foreign exchange rate changes on cash and cash
equivalents
|
—
|
—
|
(1,000
|
)
|
||||||||
Net
(decrease) increase in cash and cash equivalents
|
(4,541,000
|
)
|
7,455,000
|
6,923,000
|
||||||||
Cash
and cash equivalents - beginning of period
|
9,644,000
|
5,103,000
|
12,558,000
|
|||||||||
Cash and cash
equivalents - end of
period
|
$
|
5,103,000
|
$
|
12,558,000
|
$
|
19,481,000
|
||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Cash
paid for:
|
||||||||||||
Interest
|
$
|
10,000
|
$
|
—
|
$
|
130,000
|
||||||
Non-cash
investing and financing activities include:
|
||||||||||||
Shares
withheld pursuant to stock issuance
|
$
|
344,000
|
$
|
424,000
|
$
|
65,000
|
||||||
Unrealized
loss on investments
|
(1,000
|
)
|
(35,000
|
)
|
(107,000
|
)
|
||||||
Accrual
of contingent consideration and accrued expenses
|
110,000
|
|||||||||||
Acquisition:
|
||||||||||||
Fair
value of assets acquired
|
$
|
748,000
|
||||||||||
Liabilities
assumed
|
(104,000
|
)
|
||||||||||
Less:
contingent consideration potentially due in 2010
|
(110,000
|
)
|
||||||||||
Less:
cash acquired
|
(16,000
|
)
|
||||||||||
Net
cash paid in 2009
|
$
|
518,000
|
[1]
|
Principles
of consolidation:
|
[2]
|
Use
of estimates:
|
[3]
|
Cash
and cash equivalents:
|
[4]
|
Restricted
cash:
|
[5]
|
Investments:
|
[6]
|
Accounts
Receivable:
|
[7]
|
Revenue
recognition:
|
[8]
|
Unbilled
receivables and deferred revenue:
|
[9]
|
Inventory:
|
[10]
|
Fixed
assets and depreciation:
|
[11]
|
Long-lived
assets:
|
[12]
|
Goodwill
and Other Intangible Assets:
|
[13]
|
Research
and development:
|
[14]
|
Patent
costs:
|
[15]
|
Benefit
plan:
|
[16]
|
Rent
expense:
|
[17]
|
Stock-Based
Compensation:
|
December 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
Expected
volatility
|
48.3%
- 77.8
|
%
|
58.4%
- 75.8
|
%
|
54.1%
- 75.6
|
%
|
||||||
Expected
life of options
|
5
years
|
5
years
|
5
years
|
|||||||||
Risk
free interest rate
|
5
|
%
|
3
|
%
|
2
|
%
|
||||||
Dividend
yield
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Weighted
average fair value of options granted during the year
|
$
|
7.05
|
$
|
3.87
|
$
|
1.85
|
[18]
|
Income
taxes:
|
[19]
|
Net
loss per share:
|
December 31,
|
||||||||||||
Basic and diluted loss per
share
|
2007
|
2008
|
2009
|
|||||||||
Net
loss
|
$
|
(7,341,000
|
)
|
$
|
(4,175,000
|
)
|
$
|
(13,192,000
|
)
|
|||
Weighted
average common shares outstanding – basic and diluted
|
11,205,000
|
10,887,000
|
10,991,000
|
|||||||||
Net
loss per share – basic and diluted
|
$
|
(0.66
|
)
|
$
|
(0.38
|
)
|
$
|
(1.20
|
)
|
[20]
|
Fair
Value of Financial Instruments:
|
[21]
|
Customer
Concentration:
|
[22]
|
Advertising
and Marketing Expense:
|
[23]
|
Recently
Issued Accounting Pronouncements:
|
Year ended December
31, 2008
|
Fair Value at
January
01, 2008
|
Net
Purchases
(Maturities)
|
Unrealized
Gain
(Loss)
|
Fair Value at
December
31, 2008
|
||||||||||||
Auction
Rate Securities
|
$
|
25,125,000
|
$
|
(4,700,000
|
)
|
$
|
(2,308,000
|
)
|
$
|
18,117,000
|
||||||
Auction
Rate Securities – Rights
|
—
|
-
|
1,970,000
|
|
1,970,000
|
|||||||||||
$
|
25,125,000
|
$
|
(4,700,000
|
)
|
$
|
(338,000
|
)
|
$
|
20,087,000
|
Year ended December
31, 2009
|
Fair Value at
January
1, 2009
|
Net
Purchases
(Maturities)
|
Unrealized
Gain
(Loss)
|
Fair Value at
December
31, 2009
|
||||||||||||
Auction
Rate Securities
|
$
|
18,117,000
|
$
|
(1,050,000
|
)
|
$
|
809,000
|
$
|
17,876,000
|
|||||||
Auction
Rate Securities – Rights
|
1,970,000
|
-
|
(471,000
|
)
|
1,499,000
|
|||||||||||
$
|
20,087,000
|
$
|
(1,050,000
|
)
|
$
|
338,000
|
$
|
19,375,000
|
December 31, 2008
|
Cost
|
Unrealized
Gain
|
Unrealized
Loss
|
Fair
Value
|
||||||||||||
Investments –
short term
|
||||||||||||||||
Available
for sale
|
||||||||||||||||
Government
agency bonds
|
$
|
4,801,000
|
$
|
10,000
|
$
|
(7,000
|
)
|
$
|
4,804,000
|
|||||||
Total
available for sale
|
4,801,000
|
10,000
|
(7,000
|
)
|
4,804,000
|
|||||||||||
Held
to maturity securities
|
||||||||||||||||
Government
agency bonds
|
3,746,000
|
—
|
—
|
3,746,000
|
||||||||||||
Total investments
- short term
|
8,547,000
|
10,000
|
(7,000
|
)
|
8,550,000
|
|||||||||||
Investments
– long term
|
||||||||||||||||
Available
for sale
|
||||||||||||||||
Government
agency bonds
|
11,417,000
|
43,000
|
—
|
11,460,000
|
||||||||||||
Total
available for sale
|
11,417,000
|
43,000
|
—
|
11,460,000
|
||||||||||||
Held
to maturity securities
|
||||||||||||||||
Government
agency bonds
|
1,846,000
|
—
|
—
|
1,846,000
|
||||||||||||
Corporate
bonds
|
1,518,000
|
—
|
—
|
1,518,000
|
||||||||||||
Total
held to maturity securities
|
3,364,000
|
—
|
—
|
3,364,000
|
||||||||||||
Trading
securities
|
||||||||||||||||
Auction
rate securities
|
20,425,000
|
(2,308,000
|
)
|
18,117,000
|
||||||||||||
Auction
rate securities put right
|
1,970,000
|
1,970,000
|
||||||||||||||
Total
trading securities
|
20,425,000
|
1,970,000
|
(2,308,000
|
)
|
20,087,000
|
|||||||||||
Total investments
– long term
|
35,206,000
|
2,013,000
|
(2,308,000
|
)
|
34,911,000
|
|||||||||||
Total
investments
|
$
|
43,753,000
|
$
|
2,023,000
|
$
|
(2,315,000
|
)
|
$
|
43,461,000
|
December 31, 2009
|
Cost
|
Unrealized
Gain
|
Unrealized
Loss
|
Fair
Value
|
||||||||||||
Investments –
short term
|
||||||||||||||||
Available
for sale
|
||||||||||||||||
Government
agency bonds
|
$
|
10,848,000
|
$
|
—
|
$
|
(61,000
|
)
|
$
|
10,787,000
|
|||||||
Total
available for sale
|
10,848,000
|
—
|
(61,000
|
)
|
10,787,000
|
|||||||||||
Held
to maturity securities
|
||||||||||||||||
US
Treasury Notes
|
763,000
|
—
|
—
|
763,000
|
||||||||||||
Government
agency bonds
|
1,949,00
|
1,949,000
|
||||||||||||||
Corporate
bonds
|
1,035,000
|
1,035,000
|
||||||||||||||
Total
held to maturity
|
3,747,000
|
3,747,000
|
||||||||||||||
Trading
securities
|
||||||||||||||||
Auction
rate securities
|
19,375,000
|
(1,499,000
|
)
|
17,876,000
|
||||||||||||
Auction
rate securities – rights
|
1,499,000
|
1,499,000
|
||||||||||||||
Total
trading securities
|
19,375,000
|
1,499,000
|
(1,499,000
|
)
|
19,375,000
|
|||||||||||
Total
investments – short term
|
33,970,000
|
1,499,000
|
(1,560,000
|
)
|
33,909,000
|
|||||||||||
Investments –
long term
|
||||||||||||||||
Held
to maturity securities
|
||||||||||||||||
US
Treasury Notes
|
770,000
|
770,000
|
||||||||||||||
Government
agency bonds
|
2,349,000
|
—
|
—
|
2,349,000
|
||||||||||||
Corporate
bonds
|
3,633,000
|
—
|
—
|
3,633,000
|
||||||||||||
Total investments
– long term
|
6,752,00
|
—
|
—
|
6,752,000
|
||||||||||||
Total
investments
|
$
|
40,722,000
|
$
|
1,499,000
|
$
|
(1,560,000
|
)
|
$
|
40,661,000
|
December 31,
|
||||||||
2008
|
2009
|
|||||||
Components
|
$
|
1,028,000
|
$
|
898,000
|
||||
Finished
goods
|
2,993,000
|
4,519,000
|
||||||
4,021,000
|
5,417,000
|
|||||||
Less:
Inventory reserves
|
(748,000
|
)
|
(930,000
|
)
|
||||
$
|
3,273,000
|
$
|
4,487,000
|
December 31,
|
||||||||
2008
|
2009
|
|||||||
Equipment
|
$
|
918,000
|
$
|
1,011,000
|
||||
Computer
software
|
528,000
|
414,000
|
||||||
Computer
hardware
|
700,000
|
774,000
|
||||||
Furniture
and fixtures
|
176,000
|
184,000
|
||||||
Automobiles
|
47,000
|
80,000
|
||||||
Leasehold
improvements
|
504,000
|
514,000
|
||||||
2,873,000
|
2,977,000
|
|||||||
Accumulated
depreciation and amortization
|
(1,823,000
|
)
|
(2,060,000
|
)
|
||||
$
|
1,050,000
|
$
|
917,000
|
Current
assets
|
$
|
93,000
|
||
Other
assets
|
36,000
|
|||
Current
liabilities
|
(104,000
|
)
|
||
Goodwill
|
419,000
|
|||
Trademarks
and tradenames
|
61,000
|
|||
Customer
list
|
56,000
|
|||
Other
intangibles
|
83,000
|
|||
Fair
value of assets acquired
|
$
|
644,000
|
Balance
of as January 1, 2008
|
$
|
—
|
||
PowerKey
acquisition
|
200,000
|
|||
Balance
as of December 31, 2008
|
200,000
|
|||
Didbox
acquisition
|
419,000
|
|||
Balance
as of December 31, 2009
|
$
|
619,000
|
2008
|
2009
|
|
||||||||||||||||||||||
Amortized:
|
Useful
Live
|
Gross Amount
|
Accumulated
Amortization
|
Gross Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
||||||||||||||||||
Technology
|
5
|
— | — | $ | 50,000 | $ | (2,000 | ) | $ | 48,000 | ||||||||||||||
Workforce
|
5
|
— | — | 33,000 | (1,000 | ) | 32,000 | |||||||||||||||||
Customer
list
|
5
|
— | — | 56,000 | — | 56,000 | ||||||||||||||||||
139,000 | (3,000 | ) | 136,000 | |||||||||||||||||||||
Unamortized:
|
||||||||||||||||||||||||
Customer
list
|
$ | 104,000 | 104,000 | — | 104,000 | |||||||||||||||||||
Trademark
and Tradename
|
74,000 | 135,000 | — | 135,000 | ||||||||||||||||||||
178,000 | 239,000 | $ | — | 135,000 | ||||||||||||||||||||
Total
|
$ | 178,000 | $ | 378,000 | (3,000 | ) | $ | 375,000 |
2007
|
2008
|
2009
|
||||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||
Average
|
Average
|
Average
|
||||||||||||||||||||||
Number of
Shares
|
Exercise
Price
|
Number of
Shares
|
Exercise
Price
|
Number of
Shares
|
Exercise
Price
|
|||||||||||||||||||
Outstanding
at beginning of year
|
2,784,000
|
$
|
8.97
|
2,761,000
|
$
|
9.57
|
2,601,000
|
$
|
9.81
|
|||||||||||||||
Granted
|
308,000
|
13.37
|
602,000
|
6.66
|
349,000
|
3.61
|
||||||||||||||||||
Exercised
|
(205,000
|
)
|
1.79
|
(505,000
|
)
|
2.73
|
(1,000
|
)
|
2.31
|
|||||||||||||||
Expired
|
—
|
—
|
(22,000
|
)
|
4.13
|
|||||||||||||||||||
Forfeited
|
(126,000
|
)
|
18.26
|
(257,000
|
)
|
13.74
|
(268,000
|
)
|
11.44
|
|||||||||||||||
Outstanding
at end of year
|
2,761,000
|
$
|
9.57
|
2,601,000
|
$
|
9.81
|
2,659,000
|
$
|
8.88
|
|||||||||||||||
Exercisable
at end of year
|
1,677,000
|
$
|
7.13
|
1,485,000
|
$
|
9.37
|
1,662,000
|
$
|
9.51
|
Options Outstanding
|
Options Exercisable
|
||||||||||||||||||||||||
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
|
Number
Outstanding
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
|
||||||||||||||||||
1.20 – 3.81
|
344,000 |
8 years
|
$ | 3.42 | 51,000 | $ | 2.72 | ||||||||||||||||||
3.82 – 7.40
|
989,000 |
5 years
|
5.80 | 699,000 | 6.11 | ||||||||||||||||||||
7.41 – 14.15
|
1,030,000 |
5 years
|
10.24 | 702,000 | 10.07 | ||||||||||||||||||||
14.16
– 19.94
|
81,000 |
6
years
|
17.12 | 71,000 | 17.14 | ||||||||||||||||||||
19.95 –
25.38
|
215,000 |
6
years
|
22.23 | 139,000 | 22.35 | ||||||||||||||||||||
2,659,000 |
6
years
|
$ | 8.88 | $ | 28,000 | 1,662,000 | $ | 9.51 | $ | 28,000 |
Number
Outstanding
|
Weighted
Average Exercise
Price
|
Aggregate
Intrinsic
Value
|
Weighted
Average
Remaining
Contractual
Life
|
|||||||||||||
Options
exercisable at December 31, 2009
|
1,662,000 | $ | 9.51 | $ | 28,000 | 4.04 | ||||||||||
Vested
and expected to vest at December 31, 2009
|
2,659,000 | $ | 8.88 | $ | 28,000 | 5.64 |
Number of
Non-vested
Shares
|
Weighted
Average Grant
Date
Fair Value
|
|||||||
Non-vested
at January 1, 2007
|
91,000 | $ | 18.99 | |||||
Granted
|
20,000 | 13.85 | ||||||
Vested
|
(45,000 | ) | 18.99 | |||||
Forfeited
|
(1,000 | ) | 18.89 | |||||
Non-vested
at December 31, 2007
|
65,000 | $ | 17.40 | |||||
Granted
|
21,000 | 7.41 | ||||||
Vested
|
(50,000 | ) | 17.96 | |||||
Forfeited
|
(5,000 | ) | 18.89 | |||||
Non-vested
at December 31, 2008
|
31,000 | $ | 9.49 | |||||
Granted
|
162,000 | 3.54 | ||||||
Vested
|
(21,000 | ) | 10.55 | |||||
Forfeited
|
— | |||||||
Non-vested
at December 31, 2009
|
172,000 | $ | 3.78 |
Year Ended December 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
U.S.
operations
|
$
|
(7,341,000
|
)
|
$
|
(4,175,000
|
)
|
$
|
(13,120,000
|
)
|
|||
Foreign
operations
|
—
|
—
|
(72,000
|
)
|
||||||||
$
|
(7,341,000
|
)
|
$
|
(4,175,000
|
)
|
$
|
(13,192,000
|
)
|
Year Ended December 31,
|
||||||||||||
2007
|
2008
|
2009
|
||||||||||
Income
tax benefit at the federal statutory rate
|
$
|
(2,496,000
|
)
|
$
|
(1,419,000
|
)
|
$
|
(4,485,000
|
)
|
|||
State
and local income taxes, net of effect on federal taxes
|
(436,000
|
)
|
(248,000
|
)
|
(792,000
|
)
|
||||||
Increase
(decrease) in valuation allowance
|
2,040,000
|
535,000
|
4,592,000
|
|||||||||
Fixed
assets accumulated book/tax difference - prior year
|
—
|
(196,000
|
)
|
|||||||||
ISO
grants and restricted shares
|
837,000
|
990,000
|
655,000
|
|||||||||
Foreign
net operating loss carryforward
|
—
|
—
|
||||||||||
Expiration
of state net operating loss
|
—
|
254,000
|
129,000
|
|||||||||
Other
|
55,000
|
84,000
|
(99,000
|
)
|
||||||||
$
|
—
|
$
|
—
|
$
|
—
|
December 31,
|
||||||||
2008
|
2009
|
|||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carryforwards
|
$
|
7,647,000
|
$
|
11,745,000
|
||||
Fixed
assets, depreciation
|
218,000
|
207,000
|
||||||
Stock-based
compensation
|
867,000
|
994,000
|
||||||
Unrealized
loss, auction-rate securities
|
135,000
|
—
|
||||||
Acquisition
related expenses
|
513,000
|
|||||||
8,867,000
|
13,459,000
|
|||||||
Less:
Valuation allowance
|
(8,867,000
|
)
|
(13,459,000
|
)
|
||||
Net
deferred tax assets
|
$
|
—
|
$
|
—
|
|
§
|
Level 1: Unadjusted quoted prices
in active markets for identical assets or
liabilities.
|
|
§
|
Level 2: Inputs other than quoted
prices that are observable for the asset or liability, either directly or
indirectly. These include quoted prices for similar assets or liabilities
in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not
active.
|
|
Level 3: Unobservable inputs that
reflect the reporting entity’s own
assumptions.
|
Balance at
December 31,
|
Basis of Fair Value Measurements
|
|||||||||||||||
2009
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash
Equivalents
|
887,000
|
887,000
|
||||||||||||||
Investments –
short term
|
$
|
33,909,000
|
$
|
14,534,000
|
$
|
—
|
$
|
19,375,000
|
||||||||
Investments –
long term
|
6,752,000
|
6,752,000
|
—
|
|||||||||||||
$
|
41,548,000
|
$
|
22,173,000
|
$
|
—
|
$
|
19,375,000
|
Fair
value, January 1, 2009
|
$
|
20,087,000
|
||
Net
maturities
|
(1,050,000
|
)
|
||
Unrealized
gain included in consolidated statement of operations
|
338,000
|
|||
Fair
value, December 31, 2009
|
$
|
19,375,000
|
Year
Ending
|
||||
December
31,
|
||||
2010
|
$
|
204,000
|
||
2011
|
4,000
|
|||
$
|
208,000
|
Current
assets
|
$
|
4,809,000
|
||
Inventory
|
7,030,000
|
|||
Other
assets
|
916,000
|
|||
Current
liabilities
|
(6,383,000
|
)
|
||
Intangibles
|
3,200,000
|
|||
Goodwill
and other intangibles
|
6,628,000
|
|||
Less:
Contingent consideration
|
(1,200,000
|
)
|
||
Fair
value of assets acquired
|
$
|
15,000,000
|
(Unaudited)
|
||||||||
Pro
Forma
|
||||||||
Historical
|
Combined
|
|||||||
Cash
and cash equivalents
|
$ | 19,481,000 | $ | 4,481,000 | ||||
Investments
– short term
|
33,909,000 | 33,909,000 | ||||||
Accounts
receivable - net
|
3,252,000 | 8,061,000 | ||||||
Inventory
- net
|
4,487,000 | 11,517,000 | ||||||
Other
current assets
|
783,000 | 783,000 | ||||||
Total
current assets
|
61,912,000 | 58,751,000 | ||||||
Total
other assets
|
8,663,000 | 19,407,000 | ||||||
Total
Assets
|
$ | 70,575,000 | $ | 78,158,000 | ||||
Total
current liabilities
|
14,233,000 | $ | 21,816,000 | |||||
Total
long term liabilities
|
461,000 | 461,000 | ||||||
Total
liabilities
|
14,694,000 | 22,277,000 | ||||||
Total
stockholders’ equity
|
55,881,000 | 55,881,000 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 70,575,000 | $ | 78,158,000 |
(Unaudited)
|
||||||||
Pro
Forma
|
||||||||
Historical
|
Combined
|
|||||||
Revenue
|
$ | 10,316,000 | $ | 37,625,000 | ||||
Net
loss
|
(13,192,000 | ) | (27,242,000 | ) | ||||
Net
loss per share – basic and diluted
|
(1.20 | ) | (2.48 | ) |
Year Ended December 31, 2008
|
||||||||||||||||
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
|||||||||||||
Revenue:
|
||||||||||||||||
Products
|
$
|
3,253,000
|
$
|
3,471,000
|
$
|
7,360,000
|
$
|
5,988,000
|
||||||||
Services
|
1,075,000
|
1,989,000
|
1,977,000
|
1,933,000
|
||||||||||||
4,328,000
|
5,460,000
|
9,337,000
|
7,921,000
|
|||||||||||||
Cost
of revenue:
|
||||||||||||||||
Cost
of products
|
1,536,000
|
1,678,000
|
3,622,000
|
3,160,000
|
||||||||||||
Cost
of services
|
680,000
|
917,000
|
948,000
|
925,000
|
||||||||||||
2,216,000
|
2,595,000
|
4,570,000
|
4,085,000
|
|||||||||||||
Gross
Profit
|
2,112,000
|
2,865,000
|
4,767,000
|
3,836,000
|
||||||||||||
Selling,
general and administrative expenses
|
4,261,000
|
4,278,000
|
3,910,000
|
4,311,000
|
||||||||||||
Research
and development expenses
|
711,000
|
708,000
|
672,000
|
792,000
|
||||||||||||
Other
income and (expense)
|
826,000
|
593,000
|
434,000
|
35,000
|
||||||||||||
Net
(loss) income
|
$
|
(2,034,000
|
)
|
$
|
(1,528,000
|
)
|
$
|
619,000
|
$
|
(1,232,000
|
)
|
|||||
Net
(loss) income per share – basic and diluted
|
$
|
(0.19
|
)
|
$
|
(0.14
|
)
|
$
|
0.06
|
$
|
(0.11
|
)
|
Year Ended December 31, 2009
|
||||||||||||||||
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
|||||||||||||
Revenue:
|
||||||||||||||||
Products
|
$
|
1,378,000
|
$
|
1,771,000
|
$
|
1,218,000
|
$
|
2,103,000
|
||||||||
Services
|
1,556,000
|
913,000
|
623,000
|
754,000
|
||||||||||||
2,934,000
|
2,684,000
|
1,841,000
|
2,857,000
|
|||||||||||||
Cost
of revenue:
|
||||||||||||||||
Cost
of products
|
798,000
|
890,000
|
603,000
|
1,591,000
|
||||||||||||
Cost
of services
|
547,000
|
323,000
|
339,000
|
463,000
|
||||||||||||
1,345,000
|
1,213,000
|
942,000
|
2,054,000
|
|||||||||||||
Gross
profit
|
1,589,000
|
1,471,000
|
899,000
|
803,000
|
||||||||||||
Selling,
general and administrative expenses
|
4,211,000
|
3,764,000
|
3,644,000
|
4,924,000
|
||||||||||||
Research
and development expenses
|
689,000
|
691,000
|
642,000
|
582,000
|
||||||||||||
Other
income, net
|
239,000
|
660,000
|
350,000
|
(56,000
|
)
|
|||||||||||
Net
loss
|
$
|
(3,072,000
|
)
|
$
|
(2,324,000
|
)
|
$
|
(3,037,000
|
)
|
$
|
(4,759,000
|
)
|
||||
Net
loss per share – basic and diluted
|
$
|
(0.28
|
)
|
$
|
(0.21
|
)
|
$
|
(0.27
|
)
|
$
|
(0.43
|
)
|
•
|
if
the information that is responsive to the information required with
respect to this Item 10 is provided by means of an amendment to this
Annual Report on Form 10-K filed with the SEC prior to the filing of such
definitive proxy statement; or
|
|
•
|
if
such proxy statement is not mailed to stockholders and filed with the SEC
within 120 days after the end of the Company’s most recently completed
fiscal year, in which case the Company will provide such information by
means of an amendment to this Annual Report on Form 10-K filed with the
SEC.
|
•
|
if
the information that is responsive to the information required with
respect to this Item 11 is provided by means of an amendment to this
Annual Report on Form 10-K filed with the SEC prior to the filing of such
definitive proxy statement; or
|
|
•
|
if
such proxy statement is not mailed to stockholders and filed with the SEC
within 120 days after the end of the Company’s most recently completed
fiscal year, in which case the Company will provide such information by
means of an amendment to this Annual Report on Form 10-K filed with the
SEC.
|
•
|
if
the information that is responsive to the information required with
respect to this Item 12 is provided by means of an amendment to this
Annual Report on Form 10-K filed with the SEC prior to the filing of such
definitive proxy statement; or
|
|
•
|
if
such proxy statement is not mailed to stockholders and filed with the SEC
within 120 days after the end of the Company’s most recently completed
fiscal year, in which case the Company will provide such information by
means of an amendment to this Annual Report on Form 10-K filed with the
SEC.
|
•
|
if
the information that is responsive to the information required with
respect to this Item 13 is provided by means of an amendment to this
Annual Report on Form 10-K filed with the SEC prior to the filing of such
definitive proxy statement; or
|
|
•
|
if
such proxy statement is not mailed to stockholders and filed with the SEC
within 120 days after the end of the Company’s most recently completed
fiscal year, in which case the Company will provide such information by
means of an amendment to this Annual Report on Form 10-K filed with the
SEC.
|
•
|
if
the information that is responsive to the information required with
respect to this Item 14 is provided by means of an amendment to this
Annual Report on Form 10-K filed with the SEC prior to the filing of such
definitive proxy statement; or
|
|
•
|
if
such proxy statement is not mailed to stockholders and filed with the SEC
within 120 days after the end of the Company’s most recently completed
fiscal year, in which case the Company will provide such information by
means of an amendment to this Annual Report on Form 10-K filed with the
SEC.
|
2.1
|
Membership
Interest Purchase Agreement, dated as of January 7, 2010, by and among
I.D. Systems, Inc., General Electric Capital Corporation and GE Asset
Intelligence, LLC (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with
the SEC on January 13, 2010).
|
3.1.1
|
Restated
Certificate of Incorporation of I.D. Systems, Inc., as amended
(incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No.
333-76947) filed with the SEC on June 28, 1999).
|
3.1.2
|
Certificate
of Designation for the Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3.3 to the Current Report on Form
8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July
8, 2009).
|
3.2
|
Restated
By-Laws of I.D. Systems, Inc. (incorporated by reference to Exhibit 3.2 to
Amendment No. 3 to the Registration Statement on Form SB-2 of I.D.
Systems, Inc. (File No. 333-76947) filed with the SEC on June 28,
1999).
|
4.1
|
Specimen
Certificate of I.D. Systems, Inc.’s Common Stock (incorporated by
reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement
on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC
on June 28, 1999).
|
4.2
|
Rights
Agreement, dated as of July 1, 2009, between I.D. Systems, Inc. and
American Stock Transfer & Trust Company, LLC, as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Current Report on Form
8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July
8, 2009).
|
10.1
|
1995
Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.5
to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No.
333-76947) filed with the SEC on April 23, 1999).*
|
10.2
|
1999
Stock Option Plan (incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No.
333-76947) filed with the SEC on April 23,
1999).*
|
10.3
|
1999
Director Option Plan (incorporated by reference to Exhibit 10.10 to
Amendment No. 2 to the Registration Statement on Form SB-2 of I.D.
Systems, Inc. (File No. 333-76947) filed with the SEC on June 8,
1999).*
|
10.4
|
2007
Equity Compensation Plan (incorporated by reference to Exhibit 4.4 to
Amendment No. 2 to the Registration Statement on Form S-8 of I.D. Systems,
Inc. (File No. 333-144709) filed with the SEC on July 19,
2007).*
|
10.5
|
2009
Non-Employee Director Equity Compensation Plan (incorporated by reference
to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc.
(File No. 001-15087) filed with the SEC on November 6, 2009) filed with
the SEC on July 19, 2007).*
|
10.6
|
Office
Lease, dated November 4, 1999, between I.D. Systems, Inc. and Venture
Hackensack Holding, Inc. (incorporated by reference to Exhibit 10.9 to the
Annual Report on Form 10-KSB of I.D. Systems, Inc. for the fiscal year
ended December 31, 1999 filed with the SEC on March 29,
2000).
|
10.7
|
Severance
Agreement, dated September 11, 2009, by and between I.D. Systems, Inc. and
Jeffrey Jagid (incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
10.8
|
Severance
Agreement, dated September 11, 2009, by and between the Company and Ned
Mavrommatis (incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
10.9
|
Severance
Agreement, dated September 11, 2009, by and between the Company and
Kenneth Ehrman (incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
10.10
|
Severance
Agreement, dated September 11, 2009, by and between the Company and
Michael Ehrman (incorporated by reference to Exhibit 10.4 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
21.1
|
List
of Subsidiaries (filed herewith).
|
23.1
|
Consent
of Eisner LLP (filed herewith).
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith).
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith).
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
I.D.
SYSTEMS, INC.
|
||
By:
|
/s/
Jeffrey M. Jagid
|
|
Jeffrey
M. Jagid
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
By:
|
/s/
Ned Mavrommatis
|
|
Ned
Mavrommatis
|
||
Chief
Financial Officer
|
||
(Principal
Financial and Accounting
Officer)
|
Signature
|
Title
|
Date
|
||
/s/
Jeffrey M. Jagid
|
||||
Jeffrey
M. Jagid
|
Chief
Executive Officer and Director
|
March
31, 2010
|
||
(Principal
Executive Officer)
|
||||
/s/
Kenneth S. Ehrman
|
||||
Kenneth
S. Ehrman
|
President
and Director
|
March
31, 2010
|
||
/s/
Ned Mavrommatis
|
||||
Ned
Mavrommatis
|
Chief
Financial Officer (Principal Financial
|
March
31, 2010
|
||
and
Accounting Officer)
|
||||
/s/
Lawrence Burstein
|
||||
Lawrence
Burstein
|
Director
|
March
31, 2010
|
||
/s/
Harold D. Copperman
|
March
31, 2010
|
|||
Harold
D. Copperman
|
Director
|
|||
/s/
Michael Monaco
|
March
31, 2010
|
|||
Michael
Monaco
|
Director
|
|
Charged to
|
|||||||||
Balance at
|
(Write-off)
|
Balance at
|
||||||||
Beginning
|
to Costs and
|
End of
|
||||||||
Description
|
Period
|
Expenses
|
Period
|
|||||||
Inventory reserve
|
||||||||||
Year
ended December 31, 2009
|
$
|
748
|
$
|
182
|
$
|
930
|
||||
Year
ended December 31, 2008
|
$
|
642
|
$
|
126
|
$
|
748
|
||||
Year
ended December 31, 2007
|
$
|
125
|
$
|
517
|
$
|
642
|
Charged to
|
||||||||||
Balance at
|
(Write-off )
|
Balance at
|
||||||||
Beginning
|
to Costs and
|
End of
|
||||||||
Description
|
Period
|
Expenses
|
Period
|
|||||||
Allowance for doubtful accounts
|
||||||||||
Year
ended December 31, 2009
|
$
|
239
|
$
|
(133
|
)
|
$
|
106
|
|||
Year
ended December 31, 2008
|
$
|
239
|
$
|
—
|
$
|
239
|
||||
Year
ended December 31, 2007
|
$
|
239
|
$
|
—
|
$
|
239
|
2.1
|
Membership
Interest Purchase Agreement, dated as of January 7, 2010, by and among
I.D. Systems, Inc., General Electric Capital Corporation and GE Asset
Intelligence, LLC (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of I.D. Systems, Inc. (File No. 001-15087) filed with
the SEC on January 13, 2010).
|
3.1.1
|
Restated
Certificate of Incorporation of I.D. Systems, Inc., as amended
(incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No.
333-76947) filed with the SEC on June 28, 1999).
|
3.1.2
|
Certificate
of Designation for the Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 3.3 to the Current Report on Form
8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July
8, 2009).
|
3.2
|
Restated
By-Laws of I.D. Systems, Inc. (incorporated by reference to Exhibit 3.2 to
Amendment No. 3 to the Registration Statement on Form SB-2 of I.D.
Systems, Inc. (File No. 333-76947) filed with the SEC on June 28,
1999).
|
4.1
|
Specimen
Certificate of I.D. Systems, Inc.’s Common Stock (incorporated by
reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement
on Form SB-2 of I.D. Systems, Inc. (File No. 333-76947) filed with the SEC
on June 28, 1999).
|
4.2
|
Rights
Agreement, dated as of July 1, 2009, between I.D. Systems, Inc. and
American Stock Transfer & Trust Company, LLC, as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Current Report on Form
8-K of I.D. Systems, Inc. (File No. 001-15087) filed with the SEC on July
8, 2009).
|
10.1
|
1995
Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.5
to the Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No.
333-76947) filed with the SEC on April 23, 1999).*
|
10.2
|
1999
Stock Option Plan (incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form SB-2 of I.D. Systems, Inc. (File No.
333-76947) filed with the SEC on April 23, 1999).*
|
10.3
|
1999
Director Option Plan (incorporated by reference to Exhibit 10.10 to
Amendment No. 2 to the Registration Statement on Form SB-2 of I.D.
Systems, Inc. (File No. 333-76947) filed with the SEC on June 8,
1999).*
|
10.4
|
2007
Equity Compensation Plan (incorporated by reference to Exhibit 4.4 to
Amendment No. 2 to the Registration Statement on Form S-8 of I.D. Systems,
Inc. (File No. 333-144709) filed with the SEC on July 19,
2007).*
|
10.5
|
2009
Non-Employee Director Equity Compensation Plan (incorporated by reference
to Exhibit 10.5 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc.
(File No. 001-15087) filed with the SEC on November 6, 2009) filed with
the SEC on July 19, 2007).*
|
10.6
|
Office
Lease, dated November 4, 1999, between I.D. Systems, Inc. and Venture
Hackensack Holding, Inc. (incorporated by reference to Exhibit 10.9 to the
Annual Report on Form 10-KSB of I.D. Systems, Inc. for the fiscal year
ended December 31, 1999 filed with the SEC on March 29,
2000).
|
10.7
|
Severance
Agreement, dated September 11, 2009, by and between I.D. Systems, Inc. and
Jeffrey Jagid (incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
10.8
|
Severance
Agreement, dated September 11, 2009, by and between the Company and Ned
Mavrommatis (incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
10.9
|
Severance
Agreement, dated September 11, 2009, by and between the Company and
Kenneth Ehrman (incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
10.10
|
Severance
Agreement, dated September 11, 2009, by and between the Company and
Michael Ehrman (incorporated by reference to Exhibit 10.4 to the Quarterly
Report on Form 10-Q of I.D. Systems, Inc. for the fiscal quarter ended
September 30, 2009 (File No. 001-15087) filed with the SEC on November 6,
2009).*
|
21.1
|
List
of Subsidiaries (filed herewith).
|
23.1
|
Consent
of Eisner LLP (filed herewith).
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith).
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith).
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|